EXECUTION COPY
EXHIBIT 10.32.3
REAFFIRMATION
This Reaffirmation (as amended, restated or otherwise modified, this
"Reaffirmation"), dated as of October 22, 2002 and effective as of November ,
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2002 is made by KNOLOGY Broadband, Inc., a Delaware corporation (the
"Guarantor"), the undersigned Subsidiaries of the Guarantor (each, a "Borrower",
collectively, the "Borrowers") in favor of WACHOVIA BANK, NATIONAL ASSOCIATION,
formerly known as First Union National Bank ("Wachovia"), as Administrative
Agent (the "Administrative Agent"), and for the ratable benefit of itself, the
financial institutions (the "Lenders") as are, or may from time to time become,
parties to the Credit Agreement (as defined below).
STATEMENT OF PURPOSE
The Guarantor, the Borrowers, certain financial institutions (the "Prior
Lenders") and the Administrative Agent are party to that certain Credit
Agreement dated as of December 22, 1998 (as amended, restated or otherwise
modified prior to the date hereof the "Original Credit Agreement") under the
terms of which the Prior Lenders provided the Borrowers with a secured
$50,000,000 revolving credit facility. The Borrowers' obligations under the
Original Credit Agreement are unconditionally guaranteed by the Guarantor and
secured by Liens granted and assignments made to the Administrative Agent by the
Borrowers and the Guarantor, for the ratable benefit of itself and the Prior
Lenders, in each case pursuant to the Security Documents (as defined in the
Original Credit Agreement).
The Guarantor, the Borrowers, the Lenders (including certain Prior Lenders)
and the Administrative Agent now desire to amend and restate the provisions of
the Original Credit Agreement pursuant to the Amended and Restated Credit
Agreement of even date herewith (as amended, restated or otherwise modified, the
"Credit Agreement") by and among the Guarantor, the Borrower, the Lenders and
the Administrative Agent.
Certain of the Security Documents are being amended and restated pursuant
to the terms of a Collateral Agreement dated as of the date hereof among
Borrowers, Guarantor and the Administrative Agent.
The Borrowers and the Guarantor have entered into the agreements listed on
Schedule 1 hereto (the "Reaffirmed Documents"). Copies of the agreements listed
on Schedule 1 are attached hereto as Exhibit A.
In connection with the transactions contemplated by the Credit Agreement
and as a condition precedent thereto, the Lenders have requested that the
Borrowers and the Guarantor execute and deliver this Reaffirmation and the
Borrowers and the Guarantor have agreed to execute and deliver this
Reaffirmation pursuant to the terms hereof.
NOW, THEREFORE, in consideration of these premises and to induce the
Lenders and the Administrative Agent to enter into and make available Loans
pursuant to the Credit Agreement, the Borrowers and the Guarantor hereby agree
with the Administrative Agent for the ratable benefit of itself and the Lenders
as follows:
SECTION 1. Definitions. Capitalized terms used herein and not defined
herein shall have the meanings assigned thereto in the Credit Agreement.
SECTION 2. Reaffirmation. Each Borrower and the Guarantor hereby confirms
that each of the Reaffirmed Documents executed by them, respectively, shall
continue to be in full force and effect and is hereby in all respects ratified
and reaffirmed as if fully restated as of the date hereof by this Reaffirmation;
provided that: (a) all references therein to the "Credit Agreement" shall be
deemed to be references to the Credit Agreement, (b) all references to
"Administrative Agent" shall be deemed to be references to Wachovia in its
capacity as Administrative Agent under the Credit Agreement and (c) all
references to "Lenders" shall be deemed to be references to the Lenders under
the Credit Agreement.
SECTION 3. Obligations Secured. The Reaffirmed Documents, as confirmed,
ratified and reaffirmed by this Reaffirmation, secure the Obligations of the
Borrowers under the Credit Agreement.
SECTION 4. No Termination. Each Borrower and the Guarantor hereby agrees
and acknowledges that the amendment, restatement and refinancing of the Original
Credit Agreement pursuant to the Credit Agreement will not result in the
termination of any of the Reaffirmed Documents.
SECTION 5. Representations and Warranties. All representations and
warranties made under any Reaffirmed Document shall be deemed to be made, and
shall be true and correct, at and as of the date hereof, the Closing Date and as
of the date of each Loan under the Credit Agreement, except to the extent
previously fulfilled in accordance with the terms hereof and except to the
extent that by their respective terms such representations and warranties relate
solely to a prior date. All representations and warranties made under this
Reaffirmation shall survive, and not be waived by, the execution hereof by the
Administrative Agent, any investigation or inquiry by the Administrative Agent
or the Lenders or the making of any Loan under the Credit Agreement.
SECTION 6. Governing Law. This Reaffirmation shall be governed by and
construed in accordance with the laws of the State of North Carolina.
SECTION 7. Counterparts. This Reaffirmation may be executed in any number
of counterparts, each of which shall be deemed to be an original, but all such
separate counterparts shall together constitute but one and the same instrument.
[SIGNATURE PAGES TO FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused the Reaffirmation to be
duly executed and delivered by their duly authorized officers as of the date
first above written.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers, all as of the day and year first
written above.
[CORPORATE SEAL] KNOLOGY OF COLUMBUS, INC., as Borrower
By:
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Name:
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Title:
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[CORPORATE SEAL] KNOLOGY OF XXXXXXXXXX, INC., as
Borrower
By:
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Name:
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Title:
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[CORPORATE SEAL] KNOLOGY OF PANAMA CITY, INC., as
Borrower
By:
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Name:
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Title:
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[CORPORATE SEAL] KNOLOGY OF AUGUSTA, INC., as
Borrower
By:
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Name:
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Title:
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[Reaffirmation]
[CORPORATE SEAL] KNOLOGY OF CHARLESTON, INC., as
Borrower
By:
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Name:
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Title:
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[CORPORATE SEAL] KNOLOGY OF SOUTH CAROLINA, INC., as
Borrower
By:
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Name:
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Title:
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[CORPORATE SEAL] KNOLOGY OF ALABAMA, INC., as
Borrower
By:
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Name:
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Title:
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[CORPORATE SEAL] KNOLOGY OF FLORIDA, INC., as
Borrower
By:
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Name:
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Title:
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[CORPORATE SEAL] KNOLOGY OF HUNTSVILLE, INC., as
Borrower
By:
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Name:
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Title:
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[Signature Pages Continue]
[Reaffirmation]
[CORPORATE SEAL] KNOLOGY OF TENNESSEE, INC., as
Borrower
By:
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Name:
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Title:
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[CORPORATE SEAL] KNOLOGY OF GEORGIA, INC., as Borrower
By:
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Name:
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Title:
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[CORPORATE SEAL] KNOLOGY BROADBAND, INC., (formerly
known as KNOLOGY Holdings, Inc.) as
Guarantor
By:
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Name:
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Title:
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[Signature Pages Continue]
[Reaffirmation]
ACKNOWLEDGED AND AGREED
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Administrative Agent
By:
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Name:
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Title:
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[Reaffirmation]
Schedule 1
to
Reaffirmation
1. Deed to Secure Debt by and between KNOLOGY of Augusta, Inc., as Grantor,
and First Union National Bank, as Administrative Agent, dated December 22,
1998, recorded at Reel 624, Page 1496, Clerk of Superior Court of Richmond
County, Georgia.
2. Deed to Secure Debt by and between KNOLOGY Holdings, Inc., as Grantor, and
First Union National Bank, as Administrative Agent, dated December 22,
1998, recorded at Book 825, Page 635, Clerk of Superior Court of Xxxxx
County, Georgia
3. Mortgage by and between KNOLOGY of Huntsville, Inc., as Grantor, and First
Union National Bank, as Administrative Agent, dated December 21, 1998,
recorded at Book 0000, Xxxx 000, Xxxxxxx Xxxxxx, Xxxxxxx Judge of Probate.
4. Mortgage by and between KNOLOGY of Charleston, Inc., as Grantor, and First
Union National Bank, as Administrative Agent, dated December 22, 1998,
recorded at Book 317, Page 585, Register of Charleston County, South
Carolina.
5. Collateral Assignment by and between KNOLOGY of Columbus, Inc., as
Assignor, and First Union National Bank, as Administrative Agent dated
December 22, 1998.
6. Collateral Assignment by and between KNOLOGY of Xxxxxxxxxx, Inc., as
Assignor, and First Union National Bank, as Administrative Agent dated
December 22, 1998.
7. Collateral Assignment by and between KNOLOGY of Panama City, Inc., as
Assignor, and First Union National Bank, as Administrative Agent dated
December 22, 1998.
8. Collateral Assignment by and between KNOLOGY Holdings, Inc., as Assignor,
and First Union National Bank, as Administrative Agent dated December 22,
1998.
